COMMITMENT TO PURCHASE FINANCIAL INSTRUMENTand

SERVICER PARTICIPATION AGREEMENTfo .. the

HOME AFFORDABLE MODIFICATION PROGRAMunde.. the

EMERGENCY ECONOMIC STABILIZATION ACT OF 2008

This Commitment to Purchase Financial Illstmlllcnt and Servicer Participation Agreement (the "Commitment") is entered into as ofthe Effective Date, by and between Federal National Mortgage Association, a federally chartered corporation, as financial agent ofthe United States ("Fannie Mac"), and the undersigned patty ("Servieer"). Capitalized terms used, hut not defined contextually,shall have the meanings ascribed to them in Section 12 below. .

Recitals

WHEREAS, the U.S. Department ofthe TreastllY (the "Treasury") has established a Home Affordable Modification Program (the"Program") pursuant to section 101 and 109 ofthe Emergency Economic Stabilization Act of 2008 (the "Act"), as section 109 ofthe Act has been amended by section 7002 of the American Recovery and Reinvestment Act of 2009;

WHEREAS, the Program includes loan modification and other foreclosure prevention services;

WHEREAS, Fannic Mac has bceu designated by the Treasury as a financial agent of the United States in connection with theimplementation of the Program;

WHEREAS, Fannie Mae will, in its capacity as a financial agent of the United States, fulfill the roles of administrator, recordkeeper and paying agent for the Program, and in conjunction therewith must standardize certain mortgage modification andforeclosure prevention practices and procedures as they relate to the Program, consistent with the Act and in accordance with thedirectives of, and b'Uidance provided by, the Treasury;

WHEREAS, Federal Home Loan Mortgage Corporation ("Freddie Mac") has been designated by the Trcasmy as a fmancial agentofthe United States and will, in its capacity as a fmancial agent ofthe United States, fulfill a complianec role inconnection with theProgram; all references to Freddie Mac in the Agreement shall be in its capacity as compliance agent of the Program;

WHEREAS, all Fannie Mae and Freddie Mac approved servicers arc being directed through their respective servicing guides andbulletins to implement the Program with respect to mortgage loans owned, securitized, or guaranteed by FaIU1ie Mae or FreddieMac (the "GSE Loans"); accordingly, this Agreement does not apply to the GSE Loans;

WHEREAS, all other servicers, as well as Fannie Mae and Freddie Mac approved servieers, that wish to participate in the Programwith respect to loans that are not GSE Loans (collectively, "Pal1ieipating Servieers") must agree to certain terms and conditionsrelating to the respective roles and responsibilities of Program participants and other financial agents of the government; and

WHEREAS, ServiceI' wishes to participate in the Program as a Participating ServiceI' on the tenl1S and subject to the conditions setforth herein.

Accordingly, in consideration of the representations, warranties, and mutual agreements set forth herein and for other good andvaluable consideration, the receipt and sufficiency ofwhich are hereby acknowledged. FaIU1ie Mae and ServiceI' agree as follows.

Agreement

1. Services

A. Subject to Scction 10.C., Servicer shall perform the loan modification and other foreclosure prevention services(collectivcly, thc "Services") described in (i) the Financial Instrument attached hereto as Exhibit A (the "Financiallnstmmene'); (ii)the Program guidelines and procedures issued by the Treasury, including, without limitation, the net present value assessmentrequirements ofthe Program (the "Program Guidelines"); and (iii) any supplemental documentation, insh·uctiotlS, bulletins,letters,directives, or other communications, including, but not limited to, business continuity requirements, compliance requirements,pcrfOlmancc requirements and rclated remedies, issued by the Treasury, Fannie Mac, or Freddie Mac in order to change, or furtherdescribe or clarify the scope of, the rights and duties of the Participating Servicers in connection with the Program (the"Supplemental Directives" and, together with the Program Guidelines, the "Program Documentation"). The ProgramDocumentation will be available to all Participating Servicers at www.financialstability.gov. The Program Documentation, as thesame may be modified or amended from time to time in accordance with Section 10 below, is hereby incorporated into theCommitment by this reference.

B. SCfvicer's representations and warranties, and acknowledgement ofand agreement to fulfill or satisfy certain duties andobligations, with respect to its participation in the Program and under the Agreement are set [mih in the Financial Instrument.Servicer's cCltification as to its continuing compliance with, and the truth and accuracy of, the representations and wan-anties setforth in the Financial Instrument will be provided annually in thc fonn attached hereto as Exhibit B (the "Almual Certification"),bcginning on Jnne I, 20 I0 and again on June I of each year thereafter during the Term (as defined below).

C. The rccitals set fOlth above arc hereby incorporated hercin by this reference.

2. Anthority and Agreement to Participate in Program

A. Scrvicer shall pcrfonn the Services for all mortgage loans its services, whether it services such mortgage loans for its ownaccount or for the account of another party, including any holders of mortgage-backed securities (each such other party, an"Investor'l Serviccr shall use reasonable efforts to remove all prohibitions or impediments to its authority, and use reasonableefforts to obtain all third party consents and waivers that are required, by contract or law, in order to effectuate any modification ofa mortgage loan under the Program.

B. Notwithstanding subsection A., if (x) Scrvicer is unable to obtain all necessaty consents and waivers for modifying alU0I1gagc loan, or (y) the pooling and servicing agreement or other similar servicing contract goveming Servicer's servicing ofamortgage loan prohibits Servicer from perfollning the Services for that mortgage loan, Servicer shall not be required to perfonn theServices with respect to that mortgage loan and shall not receive all or any portion of the Purchase Price (as defined below)othClwise payabIe with respect to such loan.

C. Notwithstanding anything to the eontraly contained herein, the Agreement does not apply to GSE Loans. Servicers aredirected to the servicing guides and bulletins issued by Fannie Mae and Freddic Mac, respectively, coneeming the Progrmn asapplied to GSE Loans.

D. Servicer's performance ofthe Services and implementation ofthe Program shall be subject to review by Freddie Mac andits agents and designees as more fully set forth in the Agreement.

3. Set Up; Prerequisite to Payment

Servicer will provide to Fannie Mae: (a) the set up infollnation required by the Program Documentation and any ancillaly oradministrative information requested by Fatmie Mae in order to process Servicer's participation in the Program as a ParticipatingServicer on or before the Effective Date ofthe Commitment; and (b) the data elements for each mOltgage eligible for the Progrmn

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as and when described in the Pro,gram Documentation and the Financial Instrument. Purchase Price payments will not be remittedpursuant to Section 4 with rcspeetto any modified mortgage for which the required data elements have not bcen provided.

4. Agreement to Purchase Financial Instrument; Payment of Purchase Price

A. Fannie Mae, in its capacity as a financial agent ofthe United States. agrees to purchase, and Servicer agrees to sell to FatmieMae, in such capacity, the Financial Instnnnent that is executed and delivered by Servicer to Fannie Mae in the form attachedhereto as Exhibit A, in considcration for the payment by Fannie Mae, as agent, of the Purchase Price (dcfincd below). Theconditions precedent to the payment by Fannie Mae ofthc Purchase Price are: (a) the execution and delivery ofthe Commitmentand the Financial Instrument by ServiceI' to Fannie Mae; (b) the execution and delivery by Fannie Mae of the Commitment toServiceI'; (c) the delivery ofcopics ofthe fully executed Commitment and Finaneial Instmment to Treasury on the Effective Date;(d) the performance by ServiceI' ofthe Services described in the Agreement, in accordance with the terms and conditions tllCreof, tothe reasonable satisfaetion ofFannie Mae and Freddic Mac; and (e) the satisfaction by ServiceI' of such other obligations as are setforth in the Agreement.

B. Solely in its capacity as the financial agent ofthe United States, and subject to subsection C. below, Fannie Mae shall: (i) remitcompensation payments to Servicer; (ii) remit incentive payments to Servicer for the account of Servicer and for the credit ofborrowers under their respective mortgage loan obligations; and (iii) remit payments to Servicer for the account of Investors, incach case in accordance with the Program Documentation (all such payments, collectively, the "Purchase Price"); all paymentsremitted to Servicer for the credit ofbolTowers or for the account of Investors under the Program Documentation shall be appliedby ServiceI' to the bonowers' respectivc mortgage loan obligations, or remitted by Serviccrto Investors, as required by the ProgramDocumentation. Fannie Mae shall have no liability to Servicer with respect to the payment ofthe Purchase Price, unless anduntil:(a) ServiceI' and all other interested parties havc satisficd all pre-requisites set forth herein and in the Program Doewnentationrelating to the Program payment stmcture, ineluding, but not limited to, the delively ofall data elemeots required by Section 3 ofthis Commitment; and (b) the Treasury has provided funds to Fannie Mae for remittanee to ServiceI', together with written directionto remit the funds to Serviccr in accordance with the Program Documentation.

C. The Purchase Price will be paid to ServiceI' by Fannie Mac as the financial agent ofthe United States as and when describedherein and in the Program Documentation in consideration for the execution and delivery ofthe Financial Instrument by SClVicer onor before the Effective Datc of the Agreement, upon the satisfaction of the conditions prcccdent to payment described insubsections A. and B. above.

D. The value of the Agrecment is limited to $2,071,000,000 (the "Program Participation Cap"). Accordingly, the aggregatePurchase Price payablc to ServiceI' under the Agreement may not exceed the amount of the Program Participation Cap. For eachloan modification that becomes effective, the aggregate remaining Purchase Price available to be paid to Servicer under theAgreement will be reduced by the maximum Purchase Price potentially payable with respect to that loan modification. ~l the eventthe Purchase Price actually paid with respect to that loan modification is less than the maximwnPnrchase Price potentially payable,the aggregate remaining Purchase Price availahlc to be paid to ServiceI' under the Agreement will be increased by the ditferencebetween such amounts. Notwithstanding the foregoing, no agreements with bon-owers intended to result in new loan modificationswill be effected under the Agreement, and no payments will be made with respect to any new loan modifications from and after thedate on which the aggregate Purchase Price paid or payable to ServiceI' under the Agreement equals the Program Participation Cap.Treasury may, from time to time in its sole discretion, adjust the amount of the Program Participation Cap. Servicer will be

notified of all adjustments to the Program Participation Cap in writing by Fannie Mae.

E. Servicer shall maintain complete and accurate records of, and SUppOlting documentation for, the borrower payment, including,but not limited to, PITIA (principal, interest, taxes, insurance (including homeowner's insurance and hazard and flood insurance)and homeowner's association and/or condo fees), and delinquency infonnation and data provided to Falmie Mae regarding eachagreement relating to a trial modification period and each loan modification agreement executed under the Program, which will berelied upon by Fannie Mae when calculating, as financial agent for the United States, the Purchase Pricc to be paid by the Treasurythrough Fannie Mae or any other financial agent. Servicer agrees to provide Fannie Mae and Freddie Mac with documentation and

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other infonnation with respect to any amounts paid by the Treasmy as may be reasonably requested by such parties. In the event ofa discrepancy or error in the alllount of the Purchase Price paid hereunder, at Fannie Mae's election, (x) Servicer shall remit toFannie Mae the amonnt ofany overpayment within thirty (30) days of receiving a refund request from Fannie Mac, or (y) FannieMae may immediately offset the amount ofthc overpayment against other amounts due and payable to ServiceI' by Fannie Mac, asfinancial agent of the United States, upon written notice to ServiceI'. ServiceI' shall still be obligated to credit to the respectivemortgage loan obligations ofborrowers. and to the respective accounts of Investors. any portion afthe Purchase Price to which theyare entitled (if any) notwithstanding sneh offset unless otherwise directed by Fannie Mae.

F. At the election and upon the direction of the Treasury and with prior written notice to Servicer, Fannie Mae may deduct fromany amount to be paid to Servicer any amount that Servicer, Investor, or borrower is obligated to reimburse or pay to the UnitedStates government, provided, however, that any amount withheld under this subsection F. will be withheld only from the amomltspayable to, or for the account or credit of, the party which is liable for the obligation to the United States government.

G. In the event that the Agreement expires or is terminated pursuant to Section 5 or Section 6, and subject to Fannie Mac's rightsunder Section 6. Fannie Mae shall, solely in its capacity as the fmaneial agent afthe United States, continue to remit all amountsthat are properly payable pursuant to subsection A. above to ServiceI' in accordance with the Program Documentation until paid infull, provided, however, that Purchase Price payments will be made only with respect to qualifYing mortgage loan modificationsthat were submitted by ServiceI' and accepted by Falmie Mae for inclusion in the Program in aeeordanco with the ProgramDocumentation prior to the date of expiration or termination and that do not exceed the Program Pm1ieipation Cap.

H. Notwithstanding anything to IIle contrary contained in subsection G. above, in the event that the Agreement is tenninatedpursuant to Section 6 B. in connection with an Event of Default by Scrvicer under Section 6 A" no compensation with respect toany loan will be paid to Serviccr for the account afthe Servicer subsequent to tennination; subject to Fannie Mac's rights underSection 6, Fannie Mac's only continuing obligations as financial agent of the United States subsequent to tennination will be toremit payments to Servicer (or, at Fannie Mac's discretion, an alternative provider) for the account ofboITowers and Investors, asprovided in the Agreement.

I. Notwithstanding anything to the contrary contained in subsection F. above, in the event that the Agreement is tenninatedpursuant to Section 6 C. in connection with an Event ofDefault by an Investor or a borrower under Section 6 A" no compensationwith respect to any loan will be paid to ServiceI' for the credit or account ofthe defaulting party subsequent to tennination; subjectto Fannie Mac's rights under Section 6, Fannie Mae's only continuing obligations as financial agent of the United Statessubsequent to tennination will be to remit payments to Servicer for the credit or account ofnon-defaulting parties as described inthe Program Documentation.

J. Notwithstanding anything to the contrary contained herein, Fannie Mae, in its capacityas the financial agent ofthe United States,may reduce the amounts payable to Servicer under Section 4.B., or obtain repayment ofprior payments made under Section 4.B., inconnection with an Event of Default by Servicer or in connection with an evaluation of perfonnance that includes any specificfindings by Freddie Mac that Servieer's performance under any perfol1l1anee criteria established pnrsuant to the ProgramDocumentation is materially insufficient; provided, however, Fannie Mae will seek to obtain repayment of prior payments madeunder Section 4.3. only with respect to loan modifications that arc determined by Fannie Mac or Freddie Mac to have becn impactedby, or that Fannie Mac or Freddie Mac believes may have been, or may be, impacted, by the Event ofDefault or fmdings giving riseto this remedy. These remedies are not exclusive; they are available in addition to, and not in lieu o( any other remedies avaiIabletoFannie Mae at law or in equity.

K. Notwithstanding anything to the eontraly contained herein, Fannie Mae, in its capacity as the financial agent ofthe United States,may reduce the amounts payable to Servicer for the credit or account of an Investor or a bOlTower under Section 4.B., or obtainrepayment of prior payments made for the credit or account of such parties under Section 4.B., in connection with an Event ofDefault by an Investor or a borrower. Servicer will reasonably cooperate with, and provide reasonable support and assistance to,FatUuc Mae and Freddie Mac in cOlmection with their respective roles and, in Fannie Mae's case, in connection with its efforts toobtain repayment of prior payments made to Investors and borro,:"crs as provided in this subsection. These remedies are not

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exclusive; they are available in addition to, and not in lihu of, any other remedies available to FalUlie Mae at law or in equity.

5. Term

A. Qualifying mortgage loans may be submitted by Servicer and aeeepted by Fannie Mae as describcd in the Financial Instrumentand the Program Docnmcntation from and after the Effective Date until December 31, 2012 (the "InitiaI Term"), subject toProgram extensions by the Treasury or earlier termination of the Agreement by Fannie Mae pursuant to the provisions hereof orsuspension or termination ofthe Program by the Treasury, provided. however, no new qualifying mortgage loans may be submittedby Serviccr or aecepted by Fannie Mae from and after the date on which the Program Participation Cap is reached.

B. Servicer shall perform the Services described in the Program Documentation in accordance with the tenns and conditions oftheAgreement during thc Initial Tenn and any extcnsions thereof (thc Initial Term, together with all extensions thereof, if any, the"Term"), and during such additional period as may be necessary to: (i) comply with all data collection, retention and reportingrequirements specified in the Program Documentation during and for the periods set forth therein; and (il) complete all Servicesthat were initiated by Servicer, including, but not limited to, mortgage modifications and the completion of all documentationrelating thereto, during the Tenn. Servicer agrees that it will work diligently to complete all Serviees as soon as reasonablypossible after the end of the Tenn or earlier termination.

C. The Agreement may be terminated by Fannie Mac or Scrviccr prior to the end of the Term pursuant to Section 6 below.

6. Defaults and Early Termination

A. The following constitute events of default under the Agreement (each, an "Event of Default" and, collectively, "Events ofDefault"):

(1) Servicer fails to perform or comply with any of its material obligations uuder the Agreement,inclnding, bnt not limited to, eircumstances in which Servicer fails to ensure that all eligibilitycriteria and other conditions precedent to modification specified in the Program Documentation aresatisfied prior to effectuating modifications under the Program.

(2) Servicer: (a) eeases to do business as a going concern; (b) makes a gencral assigrunent for thebenefit of, or enters into any arrangement with creditors in lieu thereof; (e) admits in writing itsinability to pay its debts as they become due; (d) files a voluntary petition under any bankruptcy orinsolvency law or files a vollU1tary petition under the reorganization oran'angement provisions ofthelaws of the United States or any other jurisdiction; (e) authorizes, applies for or consents to theappointment of a nustee or liquidator of all or substantially all of its assets; (I) has any substantialpart of its property subjected to a levy, seizure, assigmnent or sale for or by any creditor orgovernmental agency; or (g) enters into an agreement or resolution to take any of the foregoingactions.

(3) Servicer, any employee or contractor of Servicer, or any employee or contractor of Servieers'contractors, or any Investor or bOlTower, commits a grossly negligent, willful or intentional, orreckless act (inclnding, but not limited to, fraud) in connection with the Program or the Agreement.

(4) Any representation, wan-anty, or covenant made by Servicer in the Agreement or any ArumalCertification is or becomes materially false, misleading, incorrect, or incomplete.

(5) An evaluation of performance that includes any specific findings by Freddie Mac, in its solediscretion, that Servicer's perfonuancc under any performance criteria established pursuant to theProgram Documentation is materially insufficient, or any failure by Servicer to comply with any

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directive issued by Fannie Mae or Freddie Mae with respect to doeuments or data requested, fUldingsmade, or remedies established, by Fannie Mae andlor Freddie Mac in conjunction with suchperformance criteria or other Program requirements.

B. Fannie Mae may take any, all, or none of the following actions upon an Event of Default by Servieer under the Agreement:

(l) Fannie Mae may: (i) withhold some or all ofthe Servieer's portion of the Purchase Price until, inFannie Mae's detennination, Servieer has cured the default; and (ii) choose to utilize alternativemeans of paying any portion of the Purchase Price for tl.le credit or account of borrowers andInvestors and delay paying such portion pending adoption of such alternative means.

(2) Fannie Mae may: (i) reduce the amounts payable to Servicer undcr Seetion4.B; audlor (ii) requirefepayment of prior payments made to Servicer under Section 4.B, provided. however, Fatmie Maewill seek to obtain repayment of prior payments made under Section 4.B. ouly with respect to loanmodifications that are determined by Fannie Mae or Freddie Mac to have been impacted, or thatFannie Mae or Freddie Mac believes may have been, or may be, impacted, by the Event of Defaultgiving rise to the remedy.

(3) Fannie Mae may require Servieer to submit to additional Program administrator oversight,iucludiug, but not limited to, additional compliance controls and quality control reviews.

(4) Fannie Mae may terminate the Agreement and cease its perfonnance hereunder as to some or allof the mortgage loans subject to the Agrccment.

(5) Fannie Mae may require Servicer to submit to infonnation and repOiting with respect to itsfinancial condition and ability to continue to meet its obligations under the Agreement.

C. Fannie Mac may take any, all, or nonc afthe following actions upon an Event of Default involving an Invcstorora bOlTower inconnection with the Program:

(l) Fannie Mac may withhold all or any portion ofthe Purchase Price payable to, or for the credit oraccount of, the defaulting paI1y until, in Fannie Mac's detennination, the default has been cured orothelwise remedied to Fannie Mac's satisfaction.

(2) Fannie Mae may: (i) reduce the amounts payable to Servieer for the credit, or account of, thedefaulting party under Section 4.B; andlor (li) require repayment of prior payments made to thedefaulting party under Section 4.B. Servicer will reasonably cooperate with, and provide reasonablesupport and assistance to , Fannie Mac and Freddie Mac in connection with their respective roles and,in Fannie Mae's case, in connection with its efforts to obtain repayment of prior payments made toInvestors and bOlTowcrs as provided in this subsection.

(3) Fannie Mac may require Servicer to submit to additional Program administrator oversight,including, but not limited to, additional compliance controls and quality control reviews.

(4) Fannie Mae may cease its perfonnanee heretmder as to some or all ofthe mortgage loans subjectto the Agreement that relate to the defaulting Investor or borrower.

D. In addition to the termination rights set forth above, Fannie Mae may terminate the Agreement inunediatelyupon written noticeto Servicer:

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(I) at the direction of the Treasury;

(2) in the event ofa merger, acquisition, or other change of control of ServiceI';

(3) in the event that a receiver, liquidator, trustcc, or other custodian is appointed for the ServiceI'; or

(4) in the event that a material term of the Agreement is detennined to be prohibited or unenforceable asreferred to in Section I I.e.

E. The Agreement will terminate automatically:

(I) in the evcnt that the Financial Agcncy Agreement, dated FeblUalY 18, 2009, by and betwccnFannie Mac and the Treasury is terminated; or

(2) upon the expiration or termination of the Program.

•F, The remedies available to Fannie Mae upon an Event of Default under this Section are cmnulative and not exclusive; further,these remedies are in addition to, and not in lieu of, any other remedies available to FaIUlic Mac at law or in equity.

G. If the event of termination of the Agreement under any circumstances, ServiceI' and Fannie Mae agree to cooperate with oneanother on an ongoing basis to ensure an effective and orderly transition or resolution ofthe Services, including the provision ofany information, reporting, records and data required by Fannie Mac and Freddie Mac.

H. If an Event of Default under Section 6.A.I., Section 6.AA., or Scction 6.A.5. occurs and Fannie Mac determines, in its solediscretion, that the Event of Default is curable and elects to exercise its right to tcnninate the Agreement, Fannie Mae will providewritten notice ofthe Event ofDcfanit to Servicer and the Agreement will terminate automatically thirty (30) days after Servicer'sreceipt ofsuch notice, if the Event of Default is not cured by ServiceI' to the reasonable satisfaction of Fannie Mae prior to the endof such thirty (30) day period. If Farmie Mac determines, ill its sole discretion, that an Event of Default under Section 6.A.1. ,Section 6.AA, or Section6.A. 5. is not curahle, or ifan Event ofDefault under Section 6.A.2. or Scction6.A.3. occurs, and FannicMae elects to exercise its right to temlinate the Agreement under Section 6.B.4., Fannie Mae will provide written notice oftermination to the Servicer on or before the effective date of the tennination.

7. Disputes

Fannie Mae and ServiceI' agree that it is in their muh131 interest to resolve disputes by agreement. If a dispute arises under theAgreement, the parties will usc all reasonable efforts to promptly resolve the dispute by mutual agreement. If a dispute cannot beresolved informally by mutual agrcement at the lowest possible level, the dispute shall be referred up the respective chain ofcommand of each party in an attempt to resolve the matter. This will be done in an expeditious manner. Servicer shall continuediligent performance ofthe Services pending resolution ofany dispute. Famlie Mae and ServiceI' reserve the right to pursue otherlegal or equitable rights they may have concerning any dispute. However, the patties agree to takc all reasonable steps to resolvedisputes intemally before commencing legal proceedings.

8. Transfer or Assignment

A. Servicer must provide writteu notice to Fannie Mac and Freddie Mac pursuant to Section 9 below of: (i) any transfers orassignments of mortgage loans subject to this Agreement; and (ii) any other transfers or assignments of Servicer' s rights andobligations under this Agreement. Such notice must include payment instmctions for payments to be made to the transferee orassignee ofthe mortgage loans subject to the notice (ifapplicable), and evidence of the assumption by such transferee or assigneeof the mortgage loans or other rights and obligations that arc transferred, in the form of Exhibit C (thc "Assigmnent and

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Assumption Agreement"). Servicer acknowledges that Fannie Mae will continue to remit payments to Servicer in accordance withSection 4.B. with respect to mOltgage loans that have becn assigned or transferred, and that Servicer will be liable forunderpayments, overpayments and misdirected payments, unless and until such notice and an executed Assignment andAssumption Agreement arc provided to Fannie Mae and Freddie Mac. Any purported transfer or assignment ofmortgage loans orother rights or obligations under the Agreement in violation of this Section is void.

B. ServiceI' shall notify Fannie Mae as soon as legally possible ofany proposed merger, acqoisition, or other change ofconn'ol ofServicer, and ofany financial and operational circumstances which may impair Servicer's ability to perfonnits obligations underthe Agreement.

9. Notices

All legal notices under the Agreement shall be in writing and referred to each party's point of contact identified below at theaddress listed below, or to such other point ofcontact at such other address as may be designated in writing by such party. All suchnotices under the Agreement shall be considered received: (a) when personally delivered; (b) when delivered by conunercial over­night courier with verification receipt; (c) when sent by confirmed faesunile; or (d) three (3) days after having been sent, postageprepaid, via certified mail, return receipt requested. Notices shall not be made or delivered in electronic [mID, except as provided inSection 12 B. below, provided, however, that the patty giving the notice may send an e-mail to the party receiving the noticeadvising that party that a notice has been sent by means permitted under this Section.

To Serviccr:

CitiMortgage, Inc.1000 Technology DriveO'Fallon, Missouri 63368

Attention: O.f.fi.eie.o.f.th.e.G.e,neral CounselTelephone: !Faesimile:_email:_

To Fannie Mae:

Fannie Mae3900 Wisconsin Avenue, NWWashington, DC 200 16Attcntion: Gcncral CounselFacsimile:email:

To Treasury:

ChicfOffice of Homeowncrship PreservationOffice of Financial StabilityDepartment of the TreaslllY1500 Pennsylvania Avenue, NWWashington, DC 20220Facsimile: (202) 622-9219

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To Freddic Mac:

Freddie Mac8100 Joncs Branch DriveMcLean, VA 22102Attention: Vice President, Making Home Affordable -- ComplianceFacsimile: (703) 903-2544Emailto:MHA_Compliance@freddicmac.com

to. Modineations

A. Subject to Sections IO.B. and IO.C., modifications to the Agreement shall be in writing and signed by Fannie Mae and Servicer.

B. Fannie Mae and the Treasury each reserve the right to nnilaterally modify or supplcment the terms and provisions of theProgram Documentation that relatc (as detennined by Fannie Mae or the Treasury, in their reasonablc discretion) to the complianceand perfonnance requirements of the Program, and related rcmedies established by Freddie Mac, andlor to technical,administrative, or procedural mattcrs or compliance and reporting requirements that may impact the administration afthe Program.

C. Notwithstanding Sections 10.A. and IO.B., any modification to the Program Doeumcntationthat materially impact the borrowereligibility requirements, the amount of payments oftlle Purchase Price to be made to Participating Servicers, Investors andborrowers under the Program, or the rights, duties, or obligations ofParticipating Serviccrs, Investors or borrowers in connectionwith the Program (each, a "Program Modification" and, collectively, the "Program Modifications") shall be effective only on aprospective basis; Participating Servieers will be afforded the opportnnity to opt-out oflhe Program when Program Modificationsare published with respect to some or all of the mortgage loans sought to be modified under the Program on or after the effectivedate oflhe Program Modification, at Selviccr's discretion. Opt-out procedures, including, but notlimitcd to, the time and processfor notification ofelection to opt~out and the window for such election, will be set forth in the Program Documentation describingthe Program Modification, provided, howevcr, that Servicer will be given at leaSl thirty (30) days to elect to opt-out ofa ProgramModification. For the avoidance ofdoubt, during the period during which Servicer may elect to opt-out of aProgram Modificationand after any such opt-out is elected by Servicer, Servicer will continue to pcrfonn the Services described in the FinancialInstrument and the Program Documentation (as the Program Documentation existed immediately prior to the publication oftheProgram modification prompting the opt-out) with respect to qualifying mortgage loan modifications that were submitted byServicer and accepled by Fannie Mae prior to the opt-out.

tt. Miscellaneous

A. The Agreement shall be governed by and construed nnder Federal law and not thc law ofany state or locality, without referenceto or application of the conflicts of law principles. Any and all disputcs between thc parties that cannot be settled by mutualagreement shall be resolved solely and exclusively in the United States Federal courts located within the Distrlct ofColurnbia. Bothparties consent to the jurisdiction and venue of such courts and irrevocably waive any objections thereto.

B. The Agreement is not a Federal procurement contract and is therefore not subject to thc provisions oflhe Federal PropertyandAdministrative Services Act (41 U.S.c. §§ 251-260), the Federal Acquisition Regulations (48 CFR Chapter I), or any otherFederal procurement law.

C. Any provision of thc Agreement thal is detennined to be prohibited or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extcnt ofsuch prohibition or unenforceability without invalidating the remaining provisions o£theAgreement, and no such prohibition or unenforccability in anyjurisdiction shall invalidate such provision in any otherjurisdiction.

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D. Failure on the part of Fannie Mac to insist upon strict compliance with any ofthe terms hereof shall not be deemed a waiver,nor will any waiver hereunder at any time be deemed a waiver at any other time. No waiver will be valid unless in writing andsigned by an authorized officer of Fannie Mae. No failure hy Fannie Mae to exercise any right, remedy, or power hereunder willoperate as a waiver thereof, The rights, remedies, and powers provided herein are cumulative and not exhaustive of any rights,remedies, and powers provided by law.

E. The Agreement shall inure to the benefit ofand be binding upon the parties to the Agreement and their permitledsuecessors-in­interest.

F. The Commitment and the Assigmnent and Assumption Agreement (if applicable) may be executed in two or more counterparts(and by different parties on separate counterparts), each ofwhich shall be an original, bnt all ofwhich together sball constitute oneand the same instrument.

G. The Commitment, together with the Financial Instnnnent, the Annual Certifications, the Assigmnent and AssumptionAgreement (if applicable) and the Program Documentation, constitutes the entire agreement of the parties with respect to thesubject matter hereof. In the event of a conflict between any of the foregoing documents and the Program Documentation, theProgram Documentation shall prevail. In the event ofa conflict bctween the Program Guidelincs and the Supplemental Directives,the Program Guidelincs shall prevail.

H. Any provisions ofthe Agreement (including all documents incorporated by reference thereto) that contemplate their continningcffectiveness, including, but not limited to, Sections 4, 5 B., 6 F., 6 G., 9, II and 12 ofthe Commitment, and Sections 2, 3, 5, 7, 8,9 and 10 ofthc Financial Instrument, and any other provisions (or portions thereof) in the Agreement that relate to, or mayimpact,the ability of Falmie Mae and Freddie Mac to fulfill their responsibilities as agents of the United States in connection with theProgram, shall survjve the expiration or tenronation of the Agreement.

12. Defined Terms; Incorporation by Reference

A. All references to the"Agreement" necessarily include, in all instances, the Commitment and all docwnents incorporated into theCommitment by reference, whether or not so noted contextually, an~ all amendments and modifications thereto. Specific referencestluoughout the Agreement to individual documents that are incorporated by reference into thc Commitment are not inclusive ofanyother docwnents that are incorporated by reference, unless so noted contextually.

B. The tcnD "Effective Date" means the date on which Fannie Mae transmits a copy of tile fully executed Commitment andFinanciallnstmment to Trcaswy and Servicer with a completed cover sheet, in the form attached hereto as Exhibit D (the "CoverSheet"). The Conllnitment and Financial Instrument and accompanying Cover Sheet will be faxed, emailed, or made availablethrough other electronic means to Treasury and Servicer in accordance with Section 9,

C. The Program Documentation and Exhibit A - Form ofFinanciallnstmment, Exhibit B - Fonn ofAnnual Certification, ExhibitC - Form of Assignment and Assnmption Agreement and Exhibit D - Form of Cover Sheet (in each case, in fonn and, uponcOinpletion, in substance), including all amendments and modifications thereto, are incorporated into this Commitment by thisreference and given the same force and effect as though fully set forth herein.

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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In Witness Whereof, Servicer and Fannie Mae by their duly authorized officials hereby execute and deliver this Commitment toPurchase Financial InstlUment and Servicer Participation Agreement as of the Effective Date.

SERVICER: CitiMortgage, Inc.

EXHIBITS

FANNIE MAE, solely as Financial Agent of theUnited States

Exhibit A

Exhibit B

Exhibit C

Exhibit 0

Fonn of Financial InstlUmcnt

Form of Annual Certification

Ponn of Assignment and Assumption Agreement

Form of Cover Sheet

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EXHIBIT A

FORM OF FINANCIAL INSTRUMENT

FINANCIAL INSTRUMENT

This Financial Instrument is delivered as provided in Section 1 of the Commitment to Purchase Financial Instrument andServicer Participation Agreement (the "Commitment"), entered into as of the Effective Date, by and between FederalNational Mortgage Association ("Fannie Mae'), a federally chartered corporation, acting as financial agent afthe UnitedStates, and the undersigned pal1y ("Servieer"). This Financial Instrument is effective as ofthe Effective Datc. All ofthecapitalized terms that arc used but not defined herein shall have the meanings ascribed to them in the Commitment.

Par good and val.uable consideration, the receipt and sufficiency of which is hereby acknowledged, Servicer agrees asfollows:

I. Purchase Price Consideration: Services. This Financiallnsfrument is being purchased by Fannie Mac pmsuant toSection 4 of the Commitment in consideration for the payment by Fannie Mac, in its capacity as a fmaneial agentof the United States, of various payments detailed in the Program Documentation and referred to collectively inthe Commitment as the "Purchase Price." The conditions precedent to the payment by Fannie Mae of thePurchase Price arc: (a) the exeention and delivery ofthis Financial Instrument and the Commitmcnt by ServicertoFannie Mac; (b) the execution and delivery by FaJmie Mac of the Commitment to Servieer; (c) the delivery ofcopies ofthc fully cxecuted COImnitment and Financial Instrument to Treasury on the Effective Date; (d) theperformance by Servieer ofthe Services described in the Agreement; and (c) the satisfaction by Servicer of suchother obligations as arc set forth in the Agreement. Servicer shall perfonn all Services in consideration for thePurchase Price in accordance with the tenus and conditions of the Agreement, to the reasonable satisfaction ofFannie Mac and Freddie Mac.

2. Authority and Agreement to Participate in Program. Subject to the limitations set forth in Section 2 of theAgreement, Servicer shall usc reasonable efforts to remove all prohibitions or impediments to its authority and toobtain all third party consents and waivers that arc required, by contract or law, in order to effectuate any loanmodification uuder the Program.

3. £\udits. Rcp0l1ing and Data Retention.

(a) Freddie Mac, the Federal Housing Finance Agency and other parties designated by the Treasury orapplicable law shall have the right during normal business hours to conduct unannounced, infonnalonsite visits and to conduct fonnal onsite and offsite physical, personnel and information teclmologytesting, security reviews, and audits ofServiccr and to examine all books, records and data related tothc Services provided and Purchase Price received in coraleetion with the Program on thirty (30)days' prior written notice.

(b) Servieer will collect, record, retain and provide to Treasury, Fal1llie Mae and Freddie Mac all data,infonnation and documentation relating to the Program and borrowers, loans and loan modificationsimplemented, or potentially eligible for modification, under the Program and any trials conducted inconnection with the Program, as required by the Program Documentation. All such data,infonnation and documentation must be provided to the TreasUlY, Fannie Mae and Freddie Mac as,when and in the matmer specified in the Program Documentation. In addition, Servicer shall providecopies ofexecuted contracts and tapes ofloan pools related to the Program for review upon request.

(c) Servicer shall promptly take corrective and remedial actions associated with rep0l1ing and reviews asdirected by Fannie Mae or Freddie Mac and provide to Fannie Mac and Freddie Mac such evidenceafthe effective implementation of concctive and remedial actions as Fannie Mae and Freddie Macshall rcasonahly require. Freddie Mac may conduct additional revicws based on its findings and thecorrective actions taken by Scrvicer.

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(d) In addition to any other obligation to retain financial and acconnting records that maybe imposed byFederal or statc law, Servicer shall retain all information described in Section 3(b), and all data,books, reports, documents, audit logs and records, including electronic records. related to theperformance ofServices in connection with the Program. In addition, Servicer shall maintain acopyof aU computer systems and application software necessary to review and analyze these electronicrecords. Unless otherwise directed by Fannie Mac or Freddie Mac, ServiceI' shall retain theserecords for at least 7 years from the date the data or record was created, or for such longer period asmay be required pursuant to applicable law. Fannie Mae or Freddie Mac mny also notify Servicerfrom time to time of any additional record retention requirements resulting from litigation andregulatory investigations in which the Treasury or any agents of the United States may have aninterest, and Servicer agrees to comply with these litigation and regulatory investigationsrequirements.

4. Internal Control Program.

(a) Servicer shall develop I enforce and review on a quarterly basis for effectiveness an internal controlprogram designed to: (i) ensure effective delivery of Services in connection with the Program andcompliance with the Program Documentation; (ii) effectively monitor and detect loan modificationfraud; and (iii) effectively monitor compliance with applicable consumer protection and fair lendinglaws. The internal control program must include documentation ofthe control objectives for Programactivities, the associated control techniques I and mechanisms for testing and validating the controls.

(b) Servicer shall provide Freddie Mac with access to all internal control rcviews and reports that relateto Services nnder the Program perfonned by Servicer and its independent auditing finn to enableFreddie Mac to fulfill its duties as a compliance agent ofthc United States; acopyofthereviews andreports will be provided to Fannie Mae for rccord keeping and other administrative purposes.

5. Representations. Wan-anties and Covenants. Servicer makes the following representations l warranties andcovenants to Fannie Mae, Freddie Mac and the Treasury, the tmth and accuracy of which are continuingobligations ofServicer. In the event that any ofthe representations, warranties, or covenants made herein cease tobe huc and correct, Servicer agrees to notify Fannie Mae and Freddie Mac irmnediatcly.

(a) Servicer is establishcd undcr thc laws ofthe United States or any state, territmy, orpossessionoftheUnited States or the District of Columbia, and has significant operations in the United States.Servicer has full corporate power and authority to enter into, execute, and deliver the Agreement andto perfonn its obligations hereunder and has all licenses necessary to carry on its business as nowbeing conducted and as contemplated by the Agreement.

(b) Scrvieer is in compliance with, and covenants that all Scrvices will be performed in compliance with,all applicable Federal, state and local laws, regulations, regulatory guidance, statutes, ordinances,codes and requirements, including, but not limited to, the Tmth in Lending Act, 15 USC 160 I § etseq., the Home Ownership and Equity Protection Act, 15 USC § 1639, the Federal TradeCommission Act, 15 USC § 41 et seq., the Equal Credit Opportunity Act, 15 USC § 701 etseq., thcFair Crcdit Reporting Act, 15 USC § 1681 et seq., the Fair Housing Act and other Federal and statelaws designed to prevent nnfair, discriminatory or predatory lending practices and all applicable lawsgoverning tenant rights. Subject to the following sentence, Servicer has obtained or made, or willobtain or make, all governmental approvals or registrations required under law and has obtaincd orwill obtain all consents necessary to authorize the performance of its obligations under the Programand the Agreement. The performance ofServices under the Agtccment will not conflict with, or beprohibited in any way by, any other agreement or statutOly restriction by which Servicer is bound,

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provided, however, that Fannie Mae acknowledges and agrees that this representation and warrantyis qualified solely by and to the extent of any contractual limitations established under applicableservicing contracts to which Servicer is subject. Serviccr is not aware ofany other legal or financialimpediments to performing its obligations under the Program or the Agreement and shall promptlynotify Fannie Mac of any financial and/or opcrational impediments which may impair its ability toperform its obligations under the Program or the Agreement. Servicer is not delinquent on anyFederal tax obligation or any other debt owed to the United States or collected by the United Statesfor the benefit of others, excluding any debt or obligation that is being contested in good faith,

(c) Servicer covenants that: (i) it will perf01'111 its obligations in accordance with the Agreement and willpromptly provide such perfonnance reporting as Fannie Mac may reasonably require; (ii) allmortgage modifications and all trial period modifications will be offered to borrowers, fullydocumented and serviced in accordance with the Program Documentation; and (iii) all data,collection information and other information reported by Servicer to Fannie Mae and Freddie Macunder the Agreement, including, but not limited to, information that is relied upon by Famtie Mae orFreddie Mac in calculating the Purchase Price or in perfonning any compliance review will be true,complete and accurate in all material respects, and consistent with all relevant sCivicing records, asand when provided,

(d) Serviccr covenants that it will: (i) perf01111 the Services required 1l1lder the Program Documentationand the Agreement in accordance with the practices, high professional standards ofcare, and degreeofattention used in a well-managed operation, and no less than that which the Servicer exercises foritselfunder similar circumstances; and (ii) use qualified individuals with suitable training, education,experience and skills to perform the Services, Servicer acknowledges that Programpmticipationmayrequire changes to, or the augmentation of, its systems, staffing and procedures, and covenants andagrees to take all actions necessary to ensure it has the capacity to implement the Program inacccrdanee with the Agreement.

(c) Servieer covenants that it will comply with all regulations on conflicts ofinterest that are applicableto Servicer in connection with the conduct of its business and all conflicts of interest and non­disclosure obligations and restrictions and related mitigation procedures set f011h in the ProgramDocumentation (if any),

(I) Servicer acknowledges that the provision of false or misleading information to Fannie Mac orFreddie Mac in connection with the Program or pursuant to the Agreement may constitute aviolationof: (a) Federal criminal law involving fraud, conflict of interest, bribery, or gratuityviolations foundin Title 18 of the United States Code; or (b) the civil False Claims Act (31 U,S,c. §§ 3729-3733),SClvicer covenants to disclose to Fannie Mae and Freddie Mac any credible evidence, in connectionwith the Services, that a management official, cmployee, or contractor ofServiceI' has committed, ormay have committed, a violation of the referenced statutes.

(g) Servicer covenants to disclose to Fannie Mae and Freddie Mac any other facts or information thatthe Treasury, Fannie Mae or Freddie Mac should reasonably expect to know about ServiceI' and itscontractors to help protect the reputational interests of the Treasury, Fannie Mac and Freddie Macinrnanaging and monitoring the Program.

(h) Servieer covenants that it will timely inform Fannie Mac and Freddie Mac ofany anticipated Eventof Default.

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(i) Serviccr acknowledges that Fannie Mae or Freddie Mac may be required to assist the TreasUlY withresponses to the Privacy Act nf 1974 (the "Privacy Act"), 5 USC § 552a, inquiries from borrowersand Freedom of Information Act, 5 USC § 552, inquiries from other parties, as well as formalinquiries from Congressional conmlittees and members. the Government Accounting Office,Inspectors General and other government entities, as well as media and consumer advocacy groupinquiries about the Program and its effcctivcness. Servicer covenants that it will respond promptlyand accurately to all search requests made by Fannie Mae or Freddie Mac, comply with any relatedproccdmes which Fannie Mac or Freddie Mac may establish, and provide related training toemployees and contractors. In connection with Privacy Act inquiries, Servicer covenants that it willprovide updated and conccted information as appropriate about borrowers' records to ensure thatany system ofrecord maintained by Fannie Mac on behalfofthe Treasury is accurate and complete,

Q) SClvicer acknowledges that Fannie Mac is required to develop and implement customer service callcenters to respond to borrowers' and other parties' inquiries regarding the Program, which mayreqnire additional snpport from Servicer. Servicer covenants that it will provide such additionalcustomer service call support as Fannie Mae reasonably detennines is necessary to support theProgram.

(k) Servicer acknowledges that Fannie Mac and/or Freddie Mac are required to develop and implementpractices to monitor and dctcct loan modification fraud and to monitor compliance with applicableconsumer protection and fair lending laws. Servicer covenants that it will fully and promptlycooperate with Fannie Mae's inquiries about loan modification fraud and legal compliance andcomply with any anti-fraud and legal compliance procedures which Fannie Mae and/or Freddie Macmay require. Servicer covenants that it will develop and implement an internal control program tomonitor and detect loan modification fraud and to monitor compliance with applicable consumerprotection and fair lending laws, among other things, as provided in Section 4 of this FinancialInstrument and acknowledges that the internal control program will be monitored, as provided insuch Section.

(I) Servicer shall sign and deliver an Armual Certification to Fannie Mac and Freddie Mac begi11lling onJune I, 20 I0 and again on June I of each year thereafter during the Term, in the form attached asExhibit B to the Agrecment.

6, Use ofContractors. Scrvicer is responsible for the supervision and management ofany contractor that assists inthe performance of Services in connection with the Program. Servicer shall remove and replace any contractorthat fails to perform. Servicer shall cnsure that all of its contractors comply with the terms and provisions oftheAgreement. Scrvicer shall be responsible for the acts or omissions of its contractors as if the acts or omissionswere by the Servicer.

7. Data Rights.

<a) For purposcs of this Section, the following definitions apply:

(i) "Data" means any recorded information, regardless of form or the media on which itmay be recorded, regarding any of the Services provided in connection with the Program.

(ii) "Limited Rights" means non~exclusive rights to, without limitation, use. copy,maintain, modify, enhance, disclose, reproduce, prepare derivative works, and distribute, in anymanner, for any purpose related to the administration, activities, review, or audit of, or publicreporting regarding, the Program and to permit others to do so in connection therewith.

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8.

(iii) "NPI" means nonpublic personal infonnation, as defined under the GLB.

(iv) "GLB" means the Gramm-Leach·BliIey Act, 15 U.S.c. 6801-6809.

(b) Subject to Section 7(c) below, Treasmy, Fannie Mae and Freddie Mac shall have Limited Rights,with respect to all Data produced, developed, or obtained by Servicer or a contractor ofServiccr inconnection with the Program, provided, however, that NPI will not be transferred by Fannie Mae inviolation of the GLB and, provided, further, that ServiceI' acknowledges aud agrees that anynse ofNPI by, the distribntion ofNPI to, or the transfer ofNPI among, Federal, state and local governmentorganizations and agencies does not constitute a violation of the GLB for purpo,c, of theAgreement. Ifrcquested, such Data shall be made available to the Treasury, Fannie Mae, or FreddicMac upon request, or as and when directed by the Program Documentation, in industty standarduseable format.

(c) Servicer expressly consents to the publication of its name as a participant in the Program, and theusc and publication of Scrviccr's Data, subject to applicable state and federal laws regardingconfidentiality, in any fmID and on any media utilized by Treasmy, Fannie Mae or Freddie Mac,including, but not limited to, on any website or webpage hosted by Trcasmy, Fannie Mac, or FreddieMac, in connection with the Program, provided that no Data placed in the public domain will: (i)contain the name, social security number, or street address ofany borrower or other infonnation thatwould allow thc borrower to be identified; or, (ii) if presentcd in a form that links the Scrvicer withthe Data, include information other than program perfonnance and participation related statisticssuch as the number ofmodifications, perfOimance ofmodifications, characteristics ofthe modifiedloans, or program compensation or fees, with any information about any borrower limited tocrcditw011hine..c;s characteristics such as debt, income, and credit score. In any Data provided to anenforcement or supervisory agency with jurisdiction over the Servicer, these limitations on bonowerinfonllation do not apply.

Publicity and Disclosure.

(a) Servicer shall not make use of any Treasury name, symbol, emblem, program name, or productname, in any advertising, signage, promotional material, press release, Web page, publication, ormedia interview, without the prior written consent ofthe Treasury.

(b) ServiceI' shall not publish, or cause to have published, or make public use of Fannie Mae's name,logos, trademarks. or any infonnation about its relationship with Fannie Mac without the priorwritten permission ofFannie Mac, which pennission may be withdrawn at any time in Fannie Mae'ssale discretion.

(c) Servicer shall not publish, or cause to have published, or make public use ofFreddie Mac's name(Lc., "Freddie Mac" or "Fcdcral Home Loan Mortgagc Corporation"), logos, trademarks, or any in­formation about its relationship with Freddie Mac without the prior written permission ofFreddieMac, which pClmission may be withdrawn at any time in Freddie Mac's sale discretion.

9. Limitation ofLiability. IN NO EVENT SHALL FANNIE MAE, THE TREASURY, OR FREDDIE MAC,OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BELIABLE TO SERVICER WITH RESPECT TO THE PROGRAM OR THE AGREEMENT, OR FOR ANY

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ACT OR OMISSION OCCURRING IN CONNECTION WITH THE FOREGOING, FOR ANYDAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO DIRECT DAMAGES, INDIRECTDAMAGES, LOST PROFlTS, LOSS OF BUSINESS, OR OTHER INCIDENTAL, CONSEQUENTIAL,SPECIAL OR PUNlTlVE DAMAGES OF ANY NATURE OR UNDER ANY LEGAL THEORYWHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ANDREGARDLESS OF WHETHER OR NOT THE DAMAGES WERE REASONABLY FORESEEABLE;PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT FANNIE MAE'SOBLIGATION TO REMIT PURCHASE PRICE PAYMENTS TO SERVICER IN ITS CAPACITY ASFINANCIAL AGENT OF THE UNITED STATES IN ACCORDANCE WITH THE AGREEMENT.

10. Indemnification. Selvieer shall indemnify, hold harmless, and pay for the defense of Falmie Mae, theTreasury and Freddie Mac, and their respective officers, directors, employees, agents and affiliates against allclaims, liabilities, costs, damages, judgments, suits, actions, losses and expenses, including reasonableattorneyst fees and costs of suit, arising out of or resulting from: (a) Servicer's breach of Section 5(Representations, Warranties and Covenants) of this Financial Instrument; (b) Scrvicer's negligence, willfulmisconduct or failure to perform its obligations under the Agreement; or (c) any injruies to persons (includingdeath) or damages to property cansed by the negligent or willful acts or omissions ofScrviccr or its contrac­tors. ServiceI' shall not settle any suit or claim regarding any of the foregoing without Fannie Mae's priorwritten consent ifsuch settlement would be adverse to Fannie Mae's interest, or the interests ofthc Treasuryor Freddic Mac. Scrvicer agrees to payor reimburse all costs that may be mculTed by Fannie Mae and FreddieMac in enforcing this indemnity, including attorneys' fees.

IN WITNESS WHEREOF, Serviccr hercby executes this Financial Instrument on the date set forth below.

:~::~~----Chief Financial Officer

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EXHIBITB

FORM OF ANNUAL CERTIFICATION

ANNUAL CERTIFICATION

This Annual Certification is delivered as provided in Scction I.E. of the Commitment to Purchase Financial InstlUment and ServiceI' ParticipationAgreement (the "Commitment"). effective as of(INSERT], by and between Federal National Mortgage Association ("Fannie Mae"), a federallychartered corporation, acting as financial agent afthe United States, and the undersigned pal1y("Scl'viccl'''). All terms used, but not defined herein, shallhave the meanings ascribed to them in the Commitment.

ServiceI' hel'ebycertifies, as of [INSERT DATE ON WHICH CERTIFICATION IS GIVEN], that:

1. ServiceI' is established under the laws afthe United States or any state, territory, or possession of the United States or theDistrict ofColumbia, and has significant operations in the United States. Servicer had full corporate power and authority to enter into,execute, and deliver the Agreement and to perform its obligations hereunder and has alllieenses necessary to carryon its business asnow being conducted and as contemplatcd by the Agreement.

2. ServiceI' is in compliance with, and certifies that all Services have been performed in compliance with, all applicable Federal,state and local laws, regulations, regulatory guidance, statutes, ordinances, codes and requirements, including, but not limited to, theTruth in Lending Act, 15 USC 160 I § et seq., the Home Ownership and Equity Protection Act, 15 USC § 1639, the Federal TradeCommission Act, 15 USC § 41 et seq., the Equal Credit Opportunity Act, 15 USC § 701 et seq" the Fair Credit Reporting Act, 15USC § 1681 ot seq., the Fair Housing Act and other Fcderal and state laws designed to prevent unfair, discriminatory or predatorylending practices and all applicable laws governing tenant rights. Subject to the following sentence, Servicer has obtained or made allgovernmental approvals or registrations required under law and has obtained all consents necessary to authOlize the perfoffimnce ofitsobligations under the Program and the Agreement. The performance ofServices under the Agreement has not conflicted with, or beenprohibited in any way by, any other agreement or statutory restriction by which ServiceI' is bound, except to the extent of anycontractual limitations under applicable servicing contracts to which ServiceI' is subject. ServiceI' is not aware ofany other legal orfinancial impediments to performing its obligations under the Program or the Agreement and has promptly notified Fannie Mae ofanyfinancial andlor operational impediments which may impair its abiHtyto perform its obligations under the Program or the Agreement.ServiceI' is not delinquent on allY Federal tax obligation or any other debt owed to the United States or collected bythe United Statesfor the benefit of others, excluding any debts or obligations that are being contested in good faith,

3. (i) ServiceI' has performed its obligations in accordance with the Agreement and has promptly provided such performancereporting as Fannie Mae and Freddie Mac have reasonably required; (ii) all mortgage modifications and all trial period modificationshave been offered by ServiceI' to borrowers, fully documented and serviced by ServiceI' in accordance with the ProgramDocumentation; and (iii) all data, collection infonnation and other information rcp0l1ed byServicer to Fannie Mae and Freddie Macunder the Agreement, including, but not limited to, information that was relied upon by Fannie Mae and Freddie Mac in calculating thePurchase Price and in performing anycompliancc review, was true, complete and accurate in all material respects, and consistent withall relevant servicing records, as and when provided.

4. ServiceI' has: (i) performed the Services required under the Agreement in accordance with the practices, high professionalstandards ofcare, and degree ofattention used in a well-managed operation, and no less than that which the ServiceI' exercises for itselfunder similar circumstances; and (ii) used qualified individuals with suitable training, education, experience and skills to perfonn theServices. ServiceI' acknowledges that Program participation required changes to, or the augmentation of, its systems, staffing andprocedures; ServiceI' took all actions necessary to ensure that it had the capacity to implement the Program in accordance with theAgreement.

5. Servicer has complied with all regulations on conflicts of interest that arc applicable to ServiceI' in cOimection with theconduct of its business and all conflicts of interest and non-disclosure obligations and restrictions and related mitigation procedures setforth in the Program Documentation (ifany),

6. ServiceI' acknowledges that the provision offalse or misleading information to Fannie Mae or Freddie Mac in connection withthe Program or pursuant to the Agreement may constitute a violation of: (a) Federal criminal law involving fraud, conflict ofinterest,bribery, or gratuity violations found in Title 18 ofthe United States Code; or (b) the civil False Claims Act (31 U.S.C. §§ 3729-3733).ServiceI' has disclosed to Fannie Mac and Freddie Mac any credible evidence, in connection with the Services, that a management

official, employee, or contractor of ServiceI' has committed, or may have committed, a violation of the referenced statutes.

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7. ServiceI' has disclosed to Fannie Mae and Freddie Mac any other facts or information that the Treasury, Fannie Mae orFreddie Mac should reasonably expect to know about Servicer and its contractors to help protect the reputational interests of theTreasury, Fannie Mac and Freddie Mac in managing and monitoring the Program,

8. Servicer acknowledges that Fannie Ma~ and Freddie Mac may be required to assist the Treasury with responses to thePrivacy Act of 1974 (the "Privacy Act"), 5 USC § 552a, inquiries fi'om borrowers and Freedom of Information Act, 5 USC § 552,inquiries fi'om other parties, as well as formal inquiries fi'om Congressional committces and members, the Government AccountingOffice, Inspectors General and other government entities, as wcll as media and consumer advocacy group inquiries about the Programand its effectiveness, ServiceI' has responded promptly and accurately to all search requests made by Fannie Mac and Freddie Mac,complied with any related procedures which Fannie Mae and Freddie Mac have established, and provided related training toemployces and contractors. In connection with Privacy Act inquiries, Servicer has provided updated and corrected information asappropriate about borrowers' records to ensure that any system of record maintained by Fannie Mae on behalf of the Treasury isaccurate and complete.

9. ServiceI' acknowledges that Fannie Mae is required to develop and implemcnt customer service call centers to respond toborrowers' and other parties' inquiries regarding the Program, which may require additional support from Servicer. Servicer hasprovided such additional customer service caB support as Fannie Mae has reasonably requested to support the Program.

lO, Servicer acknowledges that Fannie Mae and/or Freddic Mac arc requircd to develop and implement practices to monitor anddetect loan modification fi'aud and to monitor compliance with applicable consumer protection and fair lending laws, Servicer hasfully and promptly cooperated with Fannie Mae's inquiries about loan modification fraud and legal compliance and has complied withany anti-fraud and legal compliance procedures which Fannie Mac and/or Freddie Mac have required. ServiceI' has developed andimplemented an internal control program to monitor and detect loan modification fl:aud and to monitor compliance with applicableconsumer protection and fair lending laws, among other things, as provided in Section 4 of the Financial Inshument.

In the event that any ofthe certifications made herein are discovercd not to be true and correct, Servicer agrees to notifY Fannie Mae and Frcddie Macimmediately.

[INSERT FULL LEGAL NAME OF SERVICERj:

[Name ofAuthorized Official)P'itlc ofAuthorized Official]

Date

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EXHIBITC

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the"Assigmnent and Assumption Agreement") is entered into as of [INSERTDATE] by and between [INSERT FULL LEGAL NAME OF ASSIGNOR] ("Assignor") and [INSERT FULL LEGALNAME OFASSIGNEE] ("Assignee"). All terms used, but not defined, herein shall have the meanings ascribed to them in the UnderlyingAgreement (defined below).

WHEREAS, Assignor and Federal National Mortgage Association, a federally chattered corporation, as financial agent of theUnited States ("Fannie Mae"), are pm1ies to a Conunitment to Purchase Financiul Instrument and ServiceI' ParticipationAgreement, a complete copy of which (including all exhibits, amendments and modifications thereto) is attached hereto andincorporated herein by this reference (the "Underlying AgreementU)~

WHEREAS, Assignor has agreed to assign to Assignee: (i) all of its rights and obligations under the Underlying Agreement withrespect to the mortgage loans identified on the schedule attached hereto as Schedule 1 ("Schedule I ") and/or (ii) certain othcnightsand obligations under the Underlying Agreement that arc identified on Schedule I; and

WHEREAS, Assignee has agreed to assume the mortgage loans and other rights and obligations under the Underlying Agrecmentidentified on Schedule 1.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged, theparties hereto agree as follows:

I. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and obligations under the Underlying Agreement withrespect to the mortgage loans identified OIl Schedule 1 and such other rights and obligations under the Underlying Agreement thatarc identified on Schedule 1.

2. Assumption. Assignee hereby accepts the foregoing assigmnent and assumes all ofthe rights and obligations ofAssignor underthe Underlying Agreement with respect to the mortgage loans identified on Schedule I and such other rights and obligations wIderthe Underlying Agreement that are identified on Schedule 1.

3. Effective Date. The date on which the assigrunent and assumption ofrights and obligations under the Underlying Agreement iseffective is [INSERT EFFECTIVE DATE OF ASSIGNMENT/ASSUMPTION].

4. Successors. All future transfers and assignments of the mortgage loans, rights and obligations transferred and assigned herebyare subject to the transfer and assigmnent provisions ofthe Underlying Agreement. This Assignment and Assumption Agreementshall inure to the benefit of, and be binding upon, the pennittcd successors and assigns of the patties hereto.

S. COllntemarts. This Assignment and Assumption Agreement may be executed in counterparts, each of which shall be anoriginal, but all of which together constitute one and the same instmment.

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IN WITNESS WHEREOF, Assignor and Assignee, by their duly authorized officials, hereby execute and deliver this Assigmuentand Assumption Agreement, together with Schedule 1, effective as of the date set forth in Section 3 above.

ASSIGNOR: [INSERT FULL LEGAL NAME OF ASSIGNOR]

By:Name: _

Title:.Date:

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ASSIGNEE: [INSERT FULL LEGAL NAME OFASSIGNEE]

By: _Name: _Title: .Date: _

SCHEDULE I

To

ASSIGNMENT AND ASSUMPTION AGREEMENT

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EXHIBlTD

FORM OF COVER SHEET